NASDAQ, INC. 26,956,522 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 20th, 2024 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services • New York
Nasdaq, Inc., a Delaware corporation (the “Company”), and Borse Dubai Limited, a company registered in the Dubai International Financial Centre in Dubai with company number CL0447 (the “Selling Stockholder”), confirm their respective agreements with the several Underwriters, as listed in Schedule 1 hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC are acting as representatives (the “Representatives”), with respect to (i) the sale by the Selling Stockholder and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedule 1 hereto and (ii) the grant by the Selling Stockholder to the Underwriters, acting severally and not jointly, of the option described in Section 1(b) hereof to purchase all or any part of an additional 4,043,478 shares of Common Stock. The aforesaid 26,956,522 shares of Common Stock (the “Fir
JOINT FILING AGREEMENTJoint Filing Agreement • March 20th, 2024 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services
The undersigned hereby agree that the statement on Schedule 13D filed herewith is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended, on behalf of each such person.
LOCK-UP AGREEMENTLock-Up Agreement • March 20th, 2024 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services
SECOND AMENDMENT TO NASDAQ STOCKHOLDERS’ AGREEMENTNasdaq Stockholders’ Agreement • March 20th, 2024 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services
THIS SECOND AMENDMENT TO NASDAQ STOCKHOLDERS’ AGREEMENT (this “Amendment”) is made as of March 19, 2024, between Nasdaq, Inc, a Delaware corporation (together with any successor entity thereto, “Nasdaq”) and Borse Dubai Limited, a company registered in the Dubai International Financial Centre with company number CL0447 (together with any successor entity thereto, “Borse Dubai”). Nasdaq and Borse Dubai are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Nasdaq Stockholders’ Agreement (as herein defined).
